EXHIBIT A-1
SHAREHOLDER VOTING AGREEMENT
SHAREHOLDER VOTING AGREEMENT, dated as of June 30, 2000 (this
"Agreement"), by and between Royal Bank of Canada ("Buyer") and the shareholder
of The Liberty Corporation ("Liberty") identified as the signatory hereto (the
"Shareholder").
WHEREAS, in connection with the execution of this Agreement, Buyer is
entering into a purchase agreement (the "Purchase Agreement") with Liberty,
providing for the purchase by Buyer of the Assets (as defined in the Purchase
Agreement) from Liberty;
WHEREAS, Buyer would not enter into the Purchase Agreement unless the
Shareholder were to enter into this Agreement; and
WHEREAS, as a shareholder of Liberty, the Shareholder will benefit from
the Purchase Agreement.
NOW, THEREFORE, in consideration of Buyer's entry into the Purchase
Agreement, the Shareholder agrees with Buyer as follows:
1. The Shareholder represents and warrants that (a) he, she or it
beneficially owns (as defined, for purposes of this Agreement, in Rule
13d-3 under the Securities Exchange Act of 1934, as amended) the number of
shares of common stock of Liberty set forth on Schedule A attached hereto
(the "Owned Shares"), free from any lien, encumbrance or restriction
whatsoever (other than liens, encumbrances or restrictions existing prior
to the date hereof and either set forth on Schedule A attached hereto or
disclosed to Buyer as promptly as practicable after the date hereof) and
with full power to vote the Owned Shares without the consent or approval of
any other person, in each case except as otherwise indicated on Schedule A
attached hereto, and (b) this Agreement constitutes the valid and legally
binding obligation of such Shareholder, enforceable against such
Shareholder in accordance with its terms, except to the extent that (x) the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws affecting the
enforcement of creditor's rights generally and (y) the availability of
equitable remedies may be limited by equitable principles of general
applicability. For all purposes of this Agreement, Owned Shares shall
include any shares of Liberty as to which beneficial ownership is acquired
after the execution hereof.
2. The Shareholder irrevocably and unconditionally agrees that he,
she or it will (a) vote, or cause to be voted, all of the Owned Shares in
favor of the Purchase Agreement and the sale of the Assets provided for
therein (the "Transaction") at any
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meeting or meetings of Liberty's shareholders called to vote upon the
Purchase Agreement and the Transaction and (b) will not vote, or cause to
be voted, such shares (or otherwise provide a proxy or consent or enter
into another voting agreement with respect thereto) in favor of any other
Acquisition Proposal (as defined in the Purchase Agreement).
3. The Shareholder agrees that he, she or it will not, without the
prior written consent of Buyer, (a) directly or indirectly, sell, transfer,
pledge, assign or otherwise dispose of, or enter into any contract, option,
commitment or other arrangement or understanding with respect to the sale,
transfer, pledge, assignment or other disposition of, any of the Owned
Shares, unless he, she or it receives (i) an irrevocable proxy, in form and
substance substantially similar to the provisions of Section 2 hereof, to
vote such Owned Shares with respect to the Purchase Agreement and the
Transaction and (ii) an agreement identical in all material respects to
this Agreement executed by the buyer of the Owned Shares the subject
thereof, and (b) take any action that would prohibit, prevent or preclude
Shareholder from performing its obligations under this Agreement; provided
that nothing contained in this Agreement (including without limitation the
provisions of Section 3(b)) shall in any way prohibit, restrict or
otherwise restrain the ability of a Shareholder to take, in one or more
transactions, any of the actions identified in Section 3(a): (i) with
respect to up to 10% in the aggregate of the total Owned Shares set forth
across from the Shareholder's name under the heading "Number of Shares
Beneficially Owned in Shareholder's Individual Capacity" on Schedule A
attached hereto and (ii) with respect to any Owned Shares held by a trust
as to which the Shareholder exercises voting control and which trust is
identified across from the shareholder's name on Schedule A, up to 10% in
the aggregate of the total Owned Shares held by such trust, as listed on
Schedule A (it being understood that the calculation of the number of
shares entitled to this exception must take into account any actions
identified in Section 3(a) taken by any other person who is authorized to
take such actions with respect to shares held by the trust).
4. The Shareholder agrees not to take any action that would
prevent or otherwise adversely affect the consummation of the Transaction
and the other transactions contemplated by the Purchase Agreement; provided
that this Section 4 shall in no way limit, restrict or restrain the ability
of the Shareholder to exercise its fiduciary duties as a director of
Liberty, so long as the Shareholder acts in accordance with Sections 5.22
and 5.23 of the Purchase Agreement.
5. The Shareholder agrees that irreparable damage to Buyer would
occur in the event that any of the provisions of this Agreement were not
performed by it in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that Buyer shall be entitled to an
injunction or injunctions to prevent breaches
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of this Agreement by the Shareholder and to enforce specifically the terms
and provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which it is
entitled at law or in equity, and that the Shareholder waives the posting
of any bond or security in connection with any proceeding related thereto.
6. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to constitute an original. This Agreement
shall become effective when one counterpart signature page has been signed
by each party hereto and delivered to the other party (which delivery may
be by facsimile).
7. The Shareholder agrees to execute and deliver all such further
documents, certificates and instruments and take all such further
reasonable action as may be necessary or appropriate in order to consummate
the transactions contemplated hereby.
8. This Agreement shall terminate upon the earlier to occur of (a)
the first year anniversary of its execution by Shareholder and (b) the date
of termination of the Purchase Agreement in accordance with its terms.
9. This Agreement shall be construed in accordance with and
governed by the laws of the State of New York without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York.
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IN WITNESS WHEREOF, the Shareholder and Buyer have duly executed this
Agreement as of the date first above written.
ROYAL BANK OF CANADA
By: /s/ Peter W. Currie
-------------------------------
Name: Peter W. Currie
Title: Vice Chairman and Chief
Financial Officer
By: /s/ W. James Westlake
-------------------------------
Name: W. James Westlake
Title: Executive Vice President
SHAREHOLDER
/s/ W. Hayne Hipp
------------------------------------
W. Hayne Hipp
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SCHEDULE A-1
<TABLE>
<CAPTION>
Shares Beneficially Owned but title to which is held by a
trust, with respect to which trust the Shareholder has
Shares Beneficially Owned in voting power (and, as noted, in certain cases shares such
Name of Shareholder Shareholder's Individual Capacity voting power with another Shareholder)
------------------- ----------------------------------------- --------------------------------------------------------
Number of Shares Number of Shares
Subject to Lien, Subject to Lien,
Number of Shares Encumbrance or Number of Shares Encumbrance or
Beneficially Owned Restriction Beneficially Owned Restriction
------------------ ---------------- ------------------ ---------------
<S> <C> <C> <C> <C>
W. Hayne Hipp 265,936 42,000 297,302 (voting power shared) 0
295,000 (voting power shared) 0
208,000 (voting power shared) 150,000
301,144 (voting power shared) 17,000
52,532 (voting power shared) 0
371,668 (voting power shared) 0
390,368 (voting power shared) 0
3,894 0
17,697 0
</TABLE>
